NOTE 6 - Merger | NOTE 6 - Merger On October 22, 2017, the Company and Cal-Biotech, Inc. entered into the MCA. In anticipation of closing on the MCA, on February 1, 2018, the Board authorized a 7,000:1 reverse stock split, which took effect on December 4, 2019, and amended its articles changing its name to Nunzia Pharmaceutical Corporation. On December 13, 2019, the Company issued 284,500,000 shares pursuant to MCA. Of the shares issued, 1) 248,270,000 were issued to LionsGate Funding Group LLC (“LionsGate”) (majority owner of Cal-Biotech) in exchange for the all the issued and outstanding stock in Cal-Biotech and to settle $156,657 of advances from Cal-Biotech to the Company that were originally funded by LionsGate; and 2) 36,230,000 were issued to settle $144,570 of debt and advances recorded as liabilities to related and non-related parties. 22,650,000 shares due to LionsGate as part of the MCA have not been issued as of the date of this report. Prior to the close of the MCA, LionsGate held a majority beneficial ownership interest in the Company and Cal-Biotech. Thus, due to the common control of the Company and Cal-Biotech, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the MCA was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. The predecessor values method of accounting requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined as of the beginning of the periods presented. The consolidated financial statements above include both entities’ full results, including the financial statements of Cal-Biotech since inception on February 7, 2018. The following financial information has been developed by application of pro forma adjustments to the historical financial statements of the Company appearing elsewhere in this Current Report. The unaudited pro forma information gives effect to the Merger which has been assumed to have upon inception of Cal-Biotech. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations or financial position of the Company would have been had the transactions described above actually occurred on the dates indicated, nor do they purport to project the financial condition of the Company for any future period or as of any future date. The unaudited pro forma financial information should be read in conjunction with the Company's financial statements and notes thereto included elsewhere in this Current Report. The condensed consolidated pro forma results of operations are as follows: NUNZIA PHARMACEUTICAL COMPANY Unaudited Consolidated Pro Forma Statements of Operations Year Ended December 31, 2019 Year Ended December 31, 2018 From Inception on February 7, 2018 to December 31, 2018 Nunzia Actual Cal-Biotech Actual Pro Forma Nunzia Actual Cal-Biotech Actual Pro Forma Revenue $ - $ - $ - $ - $ - $ - Expenses Selling, general and administrative 29,835 3,800 33,635 18,576 3,200 21,776 Total expenses 29,835 3,800 33,635 18,576 3,200 21,776 Income (loss) from operations (29,835) (3,800) (33,635) (18,576) (3,200) (21,776) Provision for income taxes - - - - - - Net earnings (loss) $ (29,835) $ (3,800) $ (33,635) $ (18,576) $ (3,200) $ (21,776) Common stock outstanding 19,578 19,578 22,035 22,035 Common stock issued in Merger 250,000,000 1) 250,000,000 245,000,000 1) 245,000,000 Common stock issued in exchange for liabilities and debts 34,500,000 34,500,000 - Total common shares outstanding 284,519,578 245,022,035 Net income (loss) per common share $ - $ - 1) Includes 50,000,000 shares due to LionsGate Funding that were unissued at the time of the merger and as of year-end. The condensed consolidated pro forma financial position as of the date of merger is as follows: NUNZIA PHARMACEUTICAL COMPANY UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEETS As of December 4, 2019 As of December 31, 2018 Nunzia Cal-Biotech Adjustments Pro Forma Nunzia Cal-Biotech Adjustments Pro Forma ASSETS Total assets $ - $ - $ - $ - $ - $ - $ - $ - LIABILITIES AND STOCKHOLDERS' DEFICIT Accounts payable and accrued liabilities $ 68,447 $ $ - $ $ - $ 68,447 $ 62,490 $ $ - $ $ - $ 62,490 Related party advances 228,427 - - 228,427 208,477 - - 208,477 Related party promissory note 23,000 - - 23,000 23,000 - - 23,000 Total current liabilities 319,874 - - 319,874 293,967 - - 293,967 Total liabilities 319,874 - - 319,874 293,967 - - 293,967 Commitments and contingencies Stockholders' equity (deficit) Common stock; Class A, $0.001 par value 20 245,000 (45,000) 1) 200,020 22 245,000 (45,000) 1) 200,022 Common stock; Class B, $0.001 par value 51 - - 51 51 - - 51 Common stock payable - - 50,000 1) 50,000 - - 50,000 1) 50,000 Additional paid-in capital 5,962 (238,000) (5,000) 2) (237,038) 3,157 (241,800) (5,000) 2) (243,643) Retained deficit (325,907) (7,000) - (332,907) (297,197) (3,200) - (300,397) Total stockholders' deficit (319,874) - - (319,874) (293,967) - - (293,967) Total liabilities and stockholders' deficit $ - $ - $ - $ - $ - $ - $ - $ - 1) reduced to reflect 200 million shares issued and allocate 50 million shares as payable. 2) represents the difference of 5 million additional shares issued in the merger that were in excess of outstanding shares of Cal-Biotech. |